Polis, Inc.

End User License Agreement (Android)

BEFORE DOWNLOADING THE POLIS SOFTWARE PRODUCT CONTAINED IN THE DOWNLOADABLE FILES (THE “SOFTWARE”), YOU SHOULD CAREFULLY READ THE FOLLOWING LICENSE AGREEMENT (THE “AGREEMENT”) THAT APPLIES TO THE SOFTWARE.  CLICK “ACCEPT” IF YOU FULLY ACCEPT AND AGREE TO ALL OF THE PROVISIONS OF THIS LICENSE AGREEMENT.  OTHERWISE, CLICK “DO NOT ACCEPT.”  CLICKING “ACCEPT” ESTABLISHES A BINDING AGREEMENT BETWEEN YOU AS THE PERSON ACQUIRING THE SOFTWARE AND/OR YOUR COMPANY IF YOU HAVE ACQUIRED THE SOFTWARE FOR YOUR COMPANY (COLLECTIVELY, “CUSTOMER”) AND POLIS POLITICS, Inc. (“LICENSOR”).  ACCEPTANCE OF THIS LICENSE AGREEMENT IS REQUIRED AS A CONDITION TO PROCEEDING WITH THE DOWNLOAD OF THE SOFTWARE.

Licensor hereby grants and You accept a non-exclusive, non-transferable license, without the right to sublicense, to use the Software, subject to the following terms and conditions:

 

1.       Proprietary Rights

The Software, including any documentation, is subject to the protection of the copyright laws of the U.S. and foreign jurisdictions, which prohibit unauthorized copying and distribution of copyrighted works.  The Software and documentation incorporate Licensor’s proprietary and confidential algorithms and techniques that are subject to legal protection as trade secrets.  You are granted only those rights expressly conferred by the license grant set forth in Section 2 of this Agreement.

2.       License Grant

Licensor grants you a non-transferable, non-exclusive, worldwide license, without the right to sublicense, to:

 

a.       Install and use the Software on a single device solely for your use in a manner consistent with the terms of this Agreement.

b.       Your license to use the Software is limited to Your use as an agent of your organization with whom you may have additional restrictions and obligations with respect to the use of the data provided by the Software. 

c.        Your license to use the Software may also be subject to certain terms and conditions of a Master Software Agreement (“MSA”) entered into between your organization and Licensor.  In the case of any conflicts in terms between this EULA and the MSA, the terms of the MSA shall prevail.

3.       Reserved Rights

Licensor reserves any rights not expressly granted in Section 2.  Without limiting the foregoing, Licensor reserves the right to license the Software and documentation to others on such terms as Licensor may establish in its sole discretion.

4.       Restrictions

You may not:

a.     Use the Software except as expressly authorized in this Agreement;

b.       License, sublicense, sell, resell, transfer, assign, distribute, hypothecate, lease, loan or otherwise convey, commercially exploit or make available to any third party the Software or documentation in any way;

c.        Send to licensor material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs, or otherwise interfere with or disrupt the integrity or performance of the Software;

d.       Modify, translate or adapt the Software or documentation, incorporate the Software or documentation in whole or in part in any other product or create derivative works based on all or part of the Software or documentation;

e.        Copy the Software or documentation in any manner or for any purpose.

f.        Install or use the Software in a network or similar configuration which permits access by more than one user or device at a time;

g.        Disassemble, decrypt, extract, reverse engineer or reverse compile the Software, or otherwise attempt to discover the confidential algorithms and techniques incorporated in the Software, or disclose or use any confidential information of Licensor in any manner other than as expressly authorized in this Agreement; or

h.       Share Your login with any other person (including another user or other third party).

You are expected to adhere to certain norms in Your interaction with people and Your treatment of the information that the Software provides.  Use of the information available in the Software for any commercial or political solicitations outside of what your organization intended is strictly prohibited.  Such unauthorized use may result in termination of this license and denial of access to the Software.

This Software is for official personnel use only, and for the individual communication of a personal nature among such users. Use of this directory or the information available for any other purpose, including, but not limited to, reproducing, and storing in a retrieval system by any means, electronic or mechanical, photocopying or using the addresses (electronic or otherwise) or other information contained in this directory for any commercial, philanthropic, or political purpose or mailing is strictly prohibited and is in direct violation of copyright and constitutes misappropriation of corporate property. Such unauthorized use may also violate the rights of privacy and/or publicity of individuals. 

5.       Term

This Agreement is effective until terminated, or the termination of the MSA, whichever occurs first.  The Agreement and Your right to install and use the Software and documentation will automatically terminate without notice in the event of any failure by You to comply with any of the above restrictions or any term of this Agreement.  Upon termination, You shall destroy or delete all copies of the Software in Your possession. All provisions of Sections 1, 7 and 8 of this Agreement shall survive termination.

6.       Android-Enabled Software Applications:

Licensor offers software applications that are intended to be operated in connection with products made commercially available by third parties that operate using the Android operating system, which is owned by Google Inc. (“Google”).  With respect to the Software that is made available for your use in connection with a Google-branded product, in addition to the other terms and conditions set forth in this Agreement, the following terms and conditions apply:

a.       Licensor and you acknowledge that this Agreement is concluded between Licensor and you only, and not with Google, and that as between Licensor and Google, Licensor, not Google, is solely responsible for the Software and the content thereof.

b.       The Google Play marketplace is owned and operated by Google. Your use of Google Play is governed by a legal agreement between you and Google consisting of the Google Terms of Service (found at http://www.google.com/intl/en/policies/terms/) and the Google Play Terms of Service (found at https://play.google.com/intl/en-US_us/about/play-terms.html, and together with the Google Terms of Service called the "Terms").  In addition, your use of Google Play is subject to the Google Play Business and Program Policies (found at http://play.google.com/about/android-developer-policies.html). The Google Play Market Terms of Service, Google Play Business and Program Policies, and Google Terms of Service shall take precedence in that order in the event of a conflict between them, to the extent of such conflict.

c.        Your license to use the Software is limited to a non-transferable license to use the Software on a product that you own or control, as permitted by the terms of this Agreement.

d.       Google has no obligation whatsoever to provide any maintenance or support services with respect to the Software.

e.        To the maximum extent permitted by applicable law, Google will have no warranty obligation whatsoever with respect to the Software, and will not be liable for any claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty. 

f.        Licensor and you acknowledge that Licensor, not Google, is responsible for addressing any claims of you or any third party relating to the Software or your possession and/or use of the Software, including, but not limited to: (i) product liability claims; (ii) any claim that the Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

g.        In the event of any third party claim that the Software or the end-user’s possession and use of the Software infringes that third party’s intellectual property rights, as between Licensor and Google, Licensor, not Google, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.

h.       You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

i.         If you have any questions, complaints or claims with respect to the Software, they should be directed to Licensor.

j.         Licensor and you acknowledge and agree that Google, and Google’s subsidiaries, are third party beneficiaries of this Agreement with respect to the Android-Enabled Software, and that, upon your acceptance of the terms and conditions of this Agreement, Google will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you with respect to the Software as a third party beneficiary thereof.

7.       Limited Warranty

a.       You acknowledge and agree that the Software is provided “AS IS” without warranty of any kind.  This is Licensor's entire liability and Your sole and exclusive remedy in connection with any breach of this Agreement, including, but not limited to, any breach of warranty. By accepting this Agreement, You acknowledge and agree that Licensor cannot and does not guarantee or warrant that files available for downloading through the Internet will be free of infection or viruses, worms, Trojan horses or other code that manifests contaminating or destructive properties.  You download all files at Your own risk.

b.       LICENSOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NONINFRINGEMENT OF THIRD PARTIES’ INTELLECTUAL PROPERTY RIGHTS.

8.       Limitation of Liability

In no event will Licensor be liable for any damages including any lost profits or other incidental, special, punitive, exemplary, direct, indirect or consequential damages, arising out of or related to the Software, documentation or the use thereof, even if Licensor has been advised, or is otherwise aware, of the possibility of such damages and even if the warranty remedy of Section 7 fails of its essential purpose.  You agree that the Limited Warranty of Section 7 and the Limited Liability of Section b are reasonable in light of the licenses fees paid under the License Agreement.

Some states do not allow exclusion of implied warranties or limitation of liability for incidental, special, punitive, or other indirect or consequential damages, so the limitations or exclusions of Sections 7 and 8 of the License Agreement may not apply to You.  IN SUCH STATES, THE LIABILITY OF LICENSOR SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

9.       Miscellaneous

This Agreement, the license granted hereunder, the Software, any modifications thereto and any Services may not be assigned or in any way transferred without the prior written consent of Licensor.  This Agreement is entered into solely for the respective benefit of the parties and their successors and assigns, and nothing in this Agreement will be construed as giving any right, remedy or claim under this Agreement to any third parties.  Licensor shall not be in default to the extent that failure to perform any obligation under this Agreement is caused solely by supervening conditions beyond its control, including acts of God, fire, natural disaster, war, terrorism, riot or other civil disturbance, outages of electrical, telecommunications or computer server hosting services, acts of government or labor strikes or lockouts (“Force Majeure”).  The terms of this Agreement shall be construed in accordance with the substantive laws of the Commonwealth of Massachusetts, United States of America, without giving effect to the principles of conflict or choice of law of such Commonwealth.  The original of this Agreement has been written in English.  The parties hereto waive any statute, law, or regulation that might provide an alternative law or forum or to have this Agreement written in any language other than English.   Licensor and You exclude the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act from this Agreement.  If any provision of this Agreement is held to be excessively broad as to scope, activity, subject or otherwise so as to be unenforceable at law, such provision shall be constructed by limiting or reducing it so as to be enforceable to the maximum extent compatible with the applicable law as it shall then appear.  This Agreement represents the entire understanding between the parties with respect to its subject matter and supersedes all prior written and oral communications.  This Agreement may not be modified except by a written agreement signed by authorized representatives of both parties.  A waiver by either party of its rights hereunder shall not be binding unless contained in a written agreement signed by an authorized representative of the party waiving its rights.  The non-enforcement or waiver of any provision on one occasion shall not constitute a waiver of such provision on any other occasions unless expressly so agreed in writing.  The relationship of the parties shall be that of independent contractors.  Nothing herein shall be construed to create any agency, partnership, joint venture or similar relationship or to subject the parties to any implied duties or obligations respecting the conduct of their affairs which are not expressly stated herein.  Neither party shall have any right or authority to assume or create any obligation or responsibility, either express or implied, on behalf of or in the name of the other party, or to bind the other party in any matter or thing whatsoever.

 

Polis, Inc.

End User License Agreement (iOS)

BEFORE DOWNLOADING THE POLIS SOFTWARE PRODUCT CONTAINED IN THE DOWNLOADABLE FILES (THE “SOFTWARE”), YOU SHOULD CAREFULLY READ THE FOLLOWING LICENSE AGREEMENT (THE “AGREEMENT”) THAT APPLIES TO THE SOFTWARE.  CLICK “ACCEPT” IF YOU FULLY ACCEPT AND AGREE TO ALL OF THE PROVISIONS OF THIS LICENSE AGREEMENT.  OTHERWISE, CLICK “DO NOT ACCEPT.”  CLICKING “ACCEPT” ESTABLISHES A BINDING AGREEMENT BETWEEN YOU AS THE PERSON ACQUIRING THE SOFTWARE AND/OR YOUR COMPANY IF YOU HAVE ACQUIRED THE SOFTWARE FOR YOUR COMPANY (COLLECTIVELY, “CUSTOMER”) AND POLIS POLITICS, Inc. (“LICENSOR”).  ACCEPTANCE OF THIS LICENSE AGREEMENT IS REQUIRED AS A CONDITION TO PROCEEDING WITH THE DOWNLOAD OF THE SOFTWARE.

Licensor hereby grants and You accept a non-exclusive, non-transferable license, without the right to sublicense, to use the Software, subject to the following terms and conditions:

 

1.       Proprietary Rights

The Software, including any documentation, is subject to the protection of the copyright laws of the U.S. and foreign jurisdictions, which prohibit unauthorized copying and distribution of copyrighted works.  The Software and documentation incorporate Licensor’s proprietary and confidential algorithms and techniques that are subject to legal protection as trade secrets.  You are granted only those rights expressly conferred by the license grant set forth in Section 2 of this Agreement.

2.       License Grant

Licensor grants the you a non-transferable, non-exclusive, worldwide license, without the right to sublicense, to:

 

a.       Install and use the Software on a single device solely for your use in a manner consistent with the terms of this Agreement.

b.       Your license to use the Software is limited to Your use as an agent of your organization with whom you may have additional restrictions and obligations with respect to the use of the data provided by the Software. 

c.        Your license to use the Software may also be subject to certain terms and conditions of a Master Software Agreement (“MSA”) entered into between your organization and Licensor.  In the case of any conflicts in terms between this EULA and the MSA, the terms of the MSA shall prevail.

3.       Reserved Rights

Licensor reserves any rights not expressly granted in Section 2.  Without limiting the foregoing, Licensor reserves the right to license the Software and documentation to others on such terms as Licensor may establish in its sole discretion.

4.       Restrictions

You may not:

a.     Use the Software except as expressly authorized in this Agreement;

b.       License, sublicense, sell, resell, transfer, assign, distribute, hypothecate, lease, loan or otherwise convey, commercially exploit or make available to any third party the Software or documentation in any way;

c.        Send to licensor material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs, or otherwise interfere with or disrupt the integrity or performance of the Software;

d.       Modify, translate or adapt the Software or documentation, incorporate the Software or documentation in whole or in part in any other product or create derivative works based on all or part of the Software or documentation;

e.        Copy the Software or documentation in any manner or for any purpose.

f.        Install or use the Software in a network or similar configuration which permits access by more than one user or device at a time;

g.        Disassemble, decrypt, extract, reverse engineer or reverse compile the Software, or otherwise attempt to discover the confidential algorithms and techniques incorporated in the Software, or disclose or use any confidential information of Licensor in any manner other than as expressly authorized in this Agreement; or

h.       Share Your login with any other person (including another user or other third party).

You are expected to adhere to certain norms in Your interaction with people and Your treatment of the information that the Software provides.  Use of the information available in the Software for any commercial or political solicitations outside of what your organization intended is strictly prohibited.  Such unauthorized use may result in termination of this license and denial of access to the Software.

This Software is for official personnel use only, and for the individual communication of a personal nature among such users. Use of this directory or the information available for any other purpose, including, but not limited to, reproducing, and storing in a retrieval system by any means, electronic or mechanical, photocopying or using the addresses (electronic or otherwise) or other information contained in this directory for any commercial, philanthropic, or political purpose or mailing is strictly prohibited and is in direct violation of copyright and constitutes misappropriation of corporate property. Such unauthorized use may also violate the rights of privacy and/or publicity of individuals. 

5.       Term

This Agreement is effective until terminated, or the termination of the MSA, whichever occurs first.  The Agreement and Your right to install and use the Software and documentation will automatically terminate without notice in the event of any failure by You to comply with any of the above restrictions or any term of this Agreement.  Upon termination, You shall destroy or delete all copies of the Software in Your possession. All provisions of Sections 1, 7 and 8 of this Agreement shall survive termination.

6.       Apple-Enabled Software Applications:

Licensor offers the Software that is intended to be operated in connection with products made commercially available by Apple Inc. (“Apple”), among other platforms.  With respect to the Software that is made available for your use in connection with an Apple-branded product, in addition to the other terms and conditions set forth in this Agreement, the following terms and conditions apply:

a.       Licensor and you acknowledge that this Agreement is concluded between Licensor and you only, and not with Apple, and that as between Licensor and Apple, Licensor, not Apple, is solely responsible for the Software and the content thereof.

b.       You may not use the Software in any manner that is in violation of or inconsistent with the Usage Rules set forth for Software in, or otherwise be in conflict with, the App Store Terms of Service as of the date hereof (which you acknowledge you have had the opportunity to review).

c.        Your license to use the Software is limited to a non-transferable license to use the Software on an iOS Product that you own or control, as permitted by the Usage Rules set forth in the App Store Terms of Service.

d.       Apple has no obligation whatsoever to provide any maintenance or support services with respect to the Software.

e.        Apple is not responsible for any product warranties, whether express or implied by law.  In the event of any failure of the Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Software to you, if any; and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Software, or any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty, which will be Licensor’s sole responsibility, to the extent it cannot be disclaimed under applicable law.

f.        Licensor and you acknowledge that Licensor, not Apple, is responsible for addressing any claims of you or any third party relating to the Software or your possession and/or use of that Software, including, but not limited to: (i) product liability claims; (ii) any claim that the Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

g.        In the event of any third party claim that the Software or the end-user’s possession and use of that Software infringes that third party’s intellectual property rights, as between Licensor and Apple, Licensor, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.

h.       You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

i.         If you have any questions, complaints or claims with respect to the Software, they should be directed to Licensor.

j.         Licensor and you acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of this Agreement with respect to the Software, and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you with respect to the Software as a third party beneficiary thereof.

7.       Limited Warranty

a.       You acknowledge and agree that the Software is provided “AS IS” without warranty of any kind.  This is Licensor's entire liability and Your sole and exclusive remedy in connection with any breach of this Agreement, including, but not limited to, any breach of warranty. By accepting this Agreement, You acknowledge and agree that Licensor cannot and does not guarantee or warrant that files available for downloading through the Internet will be free of infection or viruses, worms, Trojan horses or other code that manifests contaminating or destructive properties.  You download all files at Your own risk.

b.       LICENSOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NONINFRINGEMENT OF THIRD PARTIES’ INTELLECTUAL PROPERTY RIGHTS.

8.       Limitation of Liability

In no event will Licensor be liable for any damages including any lost profits or other incidental, special, punitive, exemplary, direct, indirect or consequential damages, arising out of or related to the Software, documentation or the use thereof, even if Licensor has been advised, or is otherwise aware, of the possibility of such damages and even if the warranty remedy of Section 7 fails of its essential purpose.  You agree that the Limited Warranty of Section 7 and the Limited Liability of Section b are reasonable in light of the licenses fees paid under the License Agreement.

Some states do not allow exclusion of implied warranties or limitation of liability for incidental, special, punitive, or other indirect or consequential damages, so the limitations or exclusions of Sections 7 and 8 of the License Agreement may not apply to You.  IN SUCH STATES, THE LIABILITY OF LICENSOR SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

9.       Miscellaneous

This Agreement, the license granted hereunder, the Software, any modifications thereto and any Services may not be assigned or in any way transferred without the prior written consent of Licensor.  This Agreement is entered into solely for the respective benefit of the parties and their successors and assigns, and nothing in this Agreement will be construed as giving any right, remedy or claim under this Agreement to any third parties.  Licensor shall not be in default to the extent that failure to perform any obligation under this Agreement is caused solely by supervening conditions beyond its control, including acts of God, fire, natural disaster, war, terrorism, riot or other civil disturbance, outages of electrical, telecommunications or computer server hosting services, acts of government or labor strikes or lockouts (“Force Majeure”).  The terms of this Agreement shall be construed in accordance with the substantive laws of the Commonwealth of Massachusetts, United States of America, without giving effect to the principles of conflict or choice of law of such Commonwealth.  The original of this Agreement has been written in English.  The parties hereto waive any statute, law, or regulation that might provide an alternative law or forum or to have this Agreement written in any language other than English.   Licensor and You exclude the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act from this Agreement.  If any provision of this Agreement is held to be excessively broad as to scope, activity, subject or otherwise so as to be unenforceable at law, such provision shall be constructed by limiting or reducing it so as to be enforceable to the maximum extent compatible with the applicable law as it shall then appear.  This Agreement represents the entire understanding between the parties with respect to its subject matter and supersedes all prior written and oral communications.  This Agreement may not be modified except by a written agreement signed by authorized representatives of both parties.  A waiver by either party of its rights hereunder shall not be binding unless contained in a written agreement signed by an authorized representative of the party waiving its rights.  The non-enforcement or waiver of any provision on one occasion shall not constitute a waiver of such provision on any other occasions unless expressly so agreed in writing.  The relationship of the parties shall be that of independent contractors.  Nothing herein shall be construed to create any agency, partnership, joint venture or similar relationship or to subject the parties to any implied duties or obligations respecting the conduct of their affairs which are not expressly stated herein.  Neither party shall have any right or authority to assume or create any obligation or responsibility, either express or implied, on behalf of or in the name of the other party, or to bind the other party in any matter or thing whatsoever.